What fiduciary duty actually means
Board members owe three core duties to their associations: care, loyalty, and good faith. Duty of care means making informed decisions with reasonable diligence. Duty of loyalty means putting the association's interests above personal interests. Good faith means acting honestly and within the scope of the board's authority.
Florida board member certification
Both Ch. 720 and Ch. 718 now require new board members to complete certification within 90 days of election, either by signed affidavit confirming they've read the governing documents and statutes, or by completing a state-approved course. The course route is generally safer because it documents actual learning, not just an attestation.
What boards control, and don't
- Setting policy and approving the budget, board authority
- Day-to-day operational decisions, typically delegated to management
- Enforcement decisions, board votes; management runs the procedure
- Capital projects above board-set thresholds, require board approval
- Vendor contracts, typically board-approved, with management coordination
Documenting board decisions
Board decisions are only as defensible as their documentation. Minutes should reflect what was discussed, what was decided, and on what basis. Edison's manager prepares draft minutes; the board's secretary reviews and the board approves at the following meeting. The minutes are the legal record.
Where personal liability comes in
Most board decisions are protected by the business judgment rule, courts defer to good-faith board decisions made with reasonable diligence. Decisions made without that diligence (no minutes, no records, no documented rationale), or decisions that breach fiduciary duty (self-dealing, conflicts of interest), can pierce that protection. D&O insurance helps; it doesn't cover everything.